000 XXX XXXXXXX BUILDING LEASE
This Lease Agreement (this "Lease") is made effective as of October 1, 2002 by
and between The Parkway Building, Limited Liability Company ("Company"), and
Nuvotec, Inc. ("Nuvotec"). The parties agree as follows:
1. PREMISES. The Company, in consideration of the lease payments provided in
this Lease, leases to Nuvotec, office space as follows: 10,000 square feet
(approximate) in the building located at 000 Xxx Xxxxxxx, Xxxxxxxx,
Xxxxxxxxxx 00000, including the attached list of furniture and equipment.
2. TERM. The lease term will begin on October 1, 2002 and continue for a
period of three (3) years, thus ending on September 30, 2005. The term may
be extended by mutual written agreement of the parties.
3. LEASE PAYMENTS. Commencing October 1, 2002, Nuvotec shall pay to the
Company, in advance on the first day of each month during the term of the
Lease, as rental for the Premises, the sum of Twelve Thousand Eight
Hundred Twenty-five Dollars (12,865.00).
Lease payments shall be made to the Company at: 000 Xxxxxxxx Xxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxxx 00000, or at such other address as may be changed
from time to time by the Company. If Nuvotec fails to make any rent
payment within ten (10) days of receipt of written notice, Nuvotec shall
pay a late payment fee of One Hundred Dollars ($100.00). Any payments
which Nuvotec must make to the Company under the terms of this agreement
which are not made within ten (10) days of receipt of written notice shall
carry interest on the unpaid amount at the rate of eighteen percent (18%)
or the legal maximum rate, whichever is lower, per annum from the date due
until paid. Nuvotec shall be charged Twenty-five Dollars ($25.00) for each
check that is returned to the Company for lack of sufficient funds.
4. USE OF PREMISES. Nuvotec may use the Premises only for business offices.
The Premises may be used for any other purpose only with the prior written
consent of the Company. Nuvotec shall notify the Company of any
anticipated extended absence from the Premises not later than the first
day of the extended absence.
5. MAINTENANCE. Nuvotec shall have the responsibility to maintain the
Premises in a neat, clean, and sanitary manner at all times. The Company
shall be responsible for all maintenance expenses associated with the
Premises. Any required capital improvements to the Premises shall be the
responsibility of the Company.
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6. UTILITIES AND SERVICES. The Company shall be responsible for providing
janitorial, electrical, water, refuse removal, and sewer utility services
in connection with the Premises.
7. PARKING. Nuvotec shall be entitled to use the parking on the west side of
the Building in which the Premises are situated in common with other
tenants of the Building. Parking is also available in what is referred to
as the Xxxxxx lot, said parking lot located to the north of the Premises
just off Knight Street.
8. ALTERATIONS. Nuvotec may make improvements to the Premises after having
first obtained the written approval of the Company, said approval not to
be unreasonably withheld or delayed. The cost of the improvements shall be
paid entirely by Nuvotec. Further, Nuvotec shall hold the Company harmless
from any cost or expense arising from the construction or installation of
the improvements.
Any improvements or alterations shall comply with all applicable laws,
regulations, codes, and deed restrictions. Any structural improvements or
additions made to the Premises by Nuvotec during the term of this Lease
shall become the property of the Company unless at the time the Company
approves the improvement or addition the Company advises Nuvotec that the
improvement or addition must be removed at the end of the term and the
Premises resorted to the condition it was in prior to the construction of
the addition or improvement.
All improvements shall be constructed in good and workmanlike fashion. No
alterations or improvements will be allowed which will adversely affect
the value or utility of the Premises.
9. SIGNS. Nuvotec, at its expense, may install signs on the Premises.
10. PROPERTY INSURANCE. The Company and Nuvotec shall each be responsible to
maintain appropriate insurance for their respective interests in the
Premises and property located on the Premises. Nuvotec shall name the
Company as an additional insured on its liability policy.
11. INDEMNITY REGARDING USE OF PREMISES. Nuvotec agrees to indemnify, hold
harmless, and defend the Company from and against any and all losses,
claims, liabilities, and expenses, including reasonable attorney fees, if
any, which the Company may suffer or incur in connection with Nuvotec's
use of the Premises.
12. DANGEROUS MATERIALS. Nuvotec shall not keep or have on the Premises any
article or thing of a dangerous, inflammable, or explosive character that
might substantially increase the danger of fire on the Premises, or that
might be considered hazardous by a responsible insurance company,
including but not limited to any hazardous substance as defined by State
or Federal laws or regulations governing environmentally hazardous
materials, unless the prior written consent of the Company is obtained and
proof of adequate insurance protection is provided by Nuvotec to Company.
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13. TAXES. Taxes attributable to the Premises or the use of the Premises shall
be as follows:
Real Estate Taxes - The Company shall pay all real estate taxes and
assessments for the Premises.
Personal Taxes - Nuvotec shall pay all personal taxes and any other
charges which may be levied against the Premises and which are
attributable to Nuvotec's use of the Premises.
14. MECHANICS LIENS. Neither Nuvotec nor anyone claiming through Nuvotec shall
have the right to file mechanics liens or any other kind of lien on the
Premises and the filing of this Lease constitutes notice that such liens
are invalid. Further, Nuvotec agrees to give actual advance notice to any
contractors, subcontractors, or suppliers of goods, labor, or services
that such liens will not be valid.
15. DEFAULTS. Nuvotec shall be in default of this Lease if Nuvotec fails to
fulfill any lease obligation or term by which Nuvotec is bound. Subject to
any governing provisions of law to the contrary, if Nuvotec fails to cure
any financial obligation within ten (10) days (or any other obligation
within thirty (30) days) after written notice of such default is provided
by the Company to Nuvotec, the Company may take possession of the Premises
without further notice, and without prejudicing the Company's rights to
damages. In the alternative, the Company may elect to cure any default and
the cost of such action shall be added to Nuvotec's financial obligations
under this Lease. Nuvotec shall pay all costs, damages, and expenses
suffered by the Company by reason of Nuvotec's defaults.
16. DISPUTES. Any dispute and/or claim related to this Lease, which the
parties cannot settle by mutual agreement, may be resolved through an
appropriate Administrative Disputes Resolution (ADR) or legal proceeding.
As a condition precedent to a legal proceeding by a court of competent
jurisdiction, the dispute and/or claim must be submitted first to
mediation. Pending resolution of any dispute and/or claim, the parties
shall proceed diligently with the performance of this Lease.
17. JURISDICTION. This Lease shall be governed by and construed in accordance
with the laws of the State of Washington and any action brought to enforce
any provision or obligation hereunder shall be brought in a court of
competent jurisdiction in Xxxxxx County, Washington.
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18. ATTORNEY'S FEES. If either party brings any action or proceeding to
enforce, protect, or establish any right or remedy under this Lease, the
prevailing party shall be entitled to recover reasonable attorneys' fees
and costs from the non-prevailing party. Mediation is an action or
proceeding for the purpose of this provision. The "prevailing party" means
the party determined by the court or mediator to most nearly have
prevailed.
19. ASSIGNABILITY/SUBLETTING. Nuvotec may not assign or sublease any interest
in the Premises without the prior written consent of the Company, said
consent not to be unreasonably withheld. The sublease to PAC is hereby
considered to be approved.
20. NOTICE. Notices under this Lease shall not be deemed valid unless given or
served in writing and forwarded by mail, postage prepaid, addressed as
follows:
THE COMPANY:
The Parkway Building, Limited Liability Company
000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
NUVOTEC:
Nuvotec, Inc.
000 Xxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Such addresses may be changed from time to time by either party by
providing notice as set forth above.
19. DAMAGE BY FIRE OR OTHER CASUALTY. If the Premises are destroyed by fire or
other casualty, this lease will immediately terminate. In case of partial
destruction or damage, so as to render the Premises untenantable, as
determined by Nuvotec, Nuvotec may terminate the lease by giving written
notice to the Company within fifteen (15) calendar days thereafter; if so
terminated, no rent shall accrue to the Company after such partial
destruction or damage; and if not so terminated, the rent will be reduced
proportionately by supplemental agreement hereto effective from the date
of such partial destruction or damage.
20. ENTIRE AGREEMENT/AMENDMENT. This Lease Agreement contains the entire
agreement of the parties and there are no other promises or conditions in
any other agreement whether oral or written. This Lease may be modified or
amended in writing, if the writing is signed by the party obligated under
the amendment.
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21. SEVERABILITY. If any portion of this Lease shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to
be valid and enforceable. If a court finds that any provision of this
Lease is invalid or unenforceable, but that by limiting such provision, it
would become valid and enforceable, then such provision shall be deemed to
be written, construed, and enforced as so limited.
22. WAIVER. The failure of either party to enforce any provisions of this
Lease shall not be construed as a waiver or limitation of that party's
right to subsequently enforce and compel strict compliance with every
provision of this Lease.
23. CUMULATIVE RIGHTS. The rights of the parties under this Lease are
cumulative and shall not be construed as exclusive unless otherwise
required by law.
24. GOVERNING LAW. This Lease shall be construed in accordance with the laws
of the State of Washington.
THE COMPANY:
The Parkway Building, Limited Liability Company
/s/ Xxxxxx X. Xxxxxxxx 10/01/02
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Xxxxxx X. Xxxxxxxx, A Member Date
NUVOTEC:
Nuvotec, Inc.
/s/ Xxxxxx X. Xxxxxx 10/01/02
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Xxxxxx X. Xxxxxx, President & COO Date
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EXHIBIT A
LIST OF FURNITURE AND EQUIPMENT INCLUDED WITH LEASE
None.
[NOTE: The furniture and equipment on the premises of 0000 Xxxxxxx Xxxxxx,
Xxxxx, Xxxxxxxxxx as of May 1, 2004 were sold to Vivid Learning Systems, Inc. as
part of the share exchange agreement between Vivid Learning Systems, Inc. and
ImageWorks Media Group, Inc.]
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